As filed with the Securities and Exchange Commission on May 29, 1998
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4135495
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
(Address of registrant's principal executive
offices, including zip code)
COMMSCOPE, INC. AMENDED AND RESTATED
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Jearld L. Leonhardt
Executive Vice President,
Finance and Administration
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
(828) 324-2200
(Name, address, and telephone number of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share Offering Price Registration Fee
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Common Stock, par value $.01 per share 2,400,000 $15.7188 (2) $37,725,000 (2) $11,128.88
shares
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(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and in accordance therewith includes 2,400,000
shares subject to options to be granted under the Plan based on the basis
of the average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on May 28, 1998, a date within five
business days of the date on which this registration statement is being
filed.
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EXPLANATORY NOTE
This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's Employee's
Stock Incentive Plan.
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-33555) and any
post-effective amendments thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description of Exhibit
4.1 -- Amended and Restated Certificate of Incorporation *
4.2 -- Amended and Restated By-Laws *
4.3 -- Form of Common Stock Certificate**
4.4 -- Rights Agreement, dated as of June 12, 1997, between
CommScope, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent***
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included
in Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature pages)
* Incorporated herein by reference from the Company's Quarterly
Report on Form 10-Q for the period
ended June 30, 1997 (File No. 001-12929).
** Incorporated herein by reference from the Company's Registration
Statement on Form S-4 filed with
the Commission on June 13, 1997 (Reg. No. 333-23935).
*** Incorporated herein by reference from the Registration Statement
on Form 8-A filed with the
Commission on June 30, 1997 (File No. 001-12929)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hickory, State of North Carolina, on May 29 , 1998.
COMMSCOPE, INC.
By: /s/ Frank M. Drendel
Frank M. Drendel
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank M. Drendel and Jearld L.
Leonhardt, and each of them, as his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, including any and all
amendments, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Frank M. Drendel
Frank M. Drendel Chairman and Chief Executive Officer May 29 , 1998
(Principal Executive Officer)
/s/ Jearld L. Leonhardt
Jearld L. Leonhardt Executive Vice President, May 29 , 1998
Finance and Administration
(Principal Financial Officer)
/s/ William R. Gooden
William R. Gooden Senior Vice President and Controller May 29 , 1998
(Principal Accounting Officer)
/s/ Edward D. Breen
Edward D. Breen Director May 29 , 1998
/s/ Nicholas C. Forstmann
Nicholas C. Forstman Director May 29, 1998
/s/ Boyd L. George
Boyd L. George Director May 29, 1998
/s/ George N. Hutton, Jr.
George N. Hutton, Jr. Director May 29, 1998
/s/ James N. Whitson
James N. Whitson Director May 29, 1998
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1 -- Amended and Restated Certificate of Incorporation*
4.2 -- Amended and Restated By-Laws*
4.3 -- Form of Common Stock Certificate**
4.4 -- Rights Agreement, dated as of June 12, 1997, between
CommScope, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent***
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included
in Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature pages)
* Incorporated herein by reference from the Company's Quarterly
Report on Form 10-Q for the period
ended June 30, 1997 (File No. 001-12929).
** Incorporated herein by reference from the Company's Registration
Statement on Form S-4 filed with
the Commission on June 13, 1997 (Reg. No. 333-23935).
*** Incorporated herein by reference from the Registration Statement
on Form 8-A filed with the
Commission on June 30, 1997 (File No. 001-12929)
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EXHIBIT 5.1
[Fried, Frank, Harris, Shriver & Jacobson Letterhead]
212-859-8076
May 29, 1998 (FAX: 212-859-8587)
CommScope, Inc.
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
Ladies and Gentlemen:
We have acted as special counsel for CommScope, Inc., a Delaware corporation
(the "Company), in connection with the registration, pursuant to a Registration
Statement on Form S-8 (the "Form S-8), of 2,400,000 additional shares (the
"Additional Shares") of Common Stock, par value $.01 per share, of the Company.
The Additional Shares may be issued by the Company under the CommScope, Inc.
Amended and Restated 1997 Long-Term Incentive Plan (the "Plan") upon the
exercise or grant of options, restricted stock, performance units, performance
shares and phantom stock issued under the Plan to employees of the Company and
its subsidiaries and non-employee directors. With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion. We
have examined, among other documents, the following:
(a) the CommScope, Inc. Amended and Restated 1997 Long-Term
Incentive Plan;
(b) the Company's Registration Statement on Form S-8;
(c) the Company's Board of Directors' resolutions, dated
February 12, 1998 and April 22, 1998;
(d) the Company's Amended and Restated Certificate of
Incorporation and By-Laws; and
(e) the Report of the Inspectors of Election from the
Company's 1998 Annual Meeting.
The documents referred to in items (a) through (e) above, inclusive, are
referred to herein collectively as the "Documents".
In all such examinations, we have assumed the legal capacity
of all natural persons executing Documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the Documents and certificates and
oral or written statements and other information of or from representatives of
the Company and others and assume compliance on the part of all parties to the
Documents with their covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
issuance of the Additional Shares pursuant to the Plan has been duly authorized
and that such Additional Shares, when issued, paid for and delivered as
authorized in accordance with the Plan, will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the laws of the
United States of America and the General Corporation Law of the State of
Delaware, as currently in effect. The opinions expressed herein are given as of
the date hereof, and we undertake no obligation to supplement this letter if any
applicable laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof or for any
other reason.
We hereby consent to the filing of this opinion as an exhibit
to the Form S-8 relating to the registration of the Additional Shares. In giving
such consent, we do not hereby admit that we are in the category of such persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
The opinions expressed herein are solely for your benefit in
connection with the Form S-8 and may not be relied on in any manner or for any
purpose by any other person or entity.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Lois Herzeca
Lois Herzeca
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
CommScope, Inc. on Form S-8 of our report dated February 2, 1998, appearing in
the Annual Report on Form 10-K of CommScope, Inc., for the year ended December
31, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Hickory, North Carolina
May 27, 1998
